M C Bancshares, Inc. entered into a definitive merger agreement to acquire Heritage NOLA Bancorp, Inc. for $23.6 million.
July 05, 2023
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M C Bancshares, Inc. entered into a definitive merger agreement to acquire Heritage NOLA Bancorp, Inc. (OTCPK:HRGG) for $23.6 million on July 6, 2023. Heritage NOLA Bancorp shareholders are currently estimated to receive between $19.50 and $20.50 in cash consideration for each share of Heritage NOLA Bancorp common stock (the "per share consideration"). However, the estimated per share consideration is subject to significant adjustment based on a variety of factors, including, but not limited to, Heritage NOLA Bancorp's transaction costs, the costs to terminate certain contracts of Heritage NOLA Bancorp, including employment and other compensation agreements and plans, and after-tax unrealized losses, if any, in Heritage NOLA Bancorp's securities portfolios. At the effective time of merger, Heritage Bank of St. Tammany, subsidiary of Heritage NOLA Bancorp, Inc. will be merged with and into M C Bank & Trust Company, subsidiary of MC Bancshares with M C Bank & Trust Company as the surviving entity. As of October 5, 2023, the Heritage NOLA Bancorp's shareholders approved the Merger. As of March 13, 2024, it has been informed that M C Bancshares, Inc. ("M C Bancshares") and M C Bank & Trust Company, Morgan City, Louisiana, have withdrawn their applications to acquire the Company (the "Merger"). However, the merger agreement among the parties remains in effect at this time and M C Bancshares, in consultation with the Company, is evaluating the refiling of applications in the near term.
Agreement has been unanimously adopted by the boards of MC Bancshares and Heritage NOLA Bancorp. The transaction is subject to regulatory approvals and the approval of the shareholders of Heritage NOLA Bancorp, and is expected to close in the fourth quarter of 2023. Raymond James & Associates, Inc., is acting as financial advisor to Heritage NOLA Bancorp and rendered a fairness opinion to the Board of Directors of Heritage NOLA Bancorp in conjunction with this transaction. Luse Gorman is serving as legal counsel to Heritage NOLA Bancorp and Heritage Bank. National Capital, L.L.C., is acting as financial advisor to MC Bancshares. Fenimore Kay Harrison LLP is serving as legal counsel to MC Bancshares and M C Bank.
Heritage NOLA Bancorp, Inc. operates as a bank holding company. The Company, through its subsidiary, Heritage Bank of St. Tammany (the Bank), provides banking services. The Bank operates as a community bank providing various financial services through its four branches, two in Covington, and one each in Slidell and Madisonville, Louisiana. The Bankâs primary lending products are single-family residential loans and commercial real estate loans. Its primary deposit products are demand and savings accounts, and certificates of deposit. The Bank's business consists primarily of taking deposits from the public and investing those deposits, together with funds generated from operations, in residential real estate loans, including non-owner-occupied properties and home equity lines of credit, and commercial real estate. It also originates land, construction, and multifamily loans, as well as consumer loans and commercial business loans.
HERITAGE NOLA BANCORP, INC. 
